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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
19, 2026
Date
of Report (Date of earliest event reported)
Blue
Water Acquisition Corp. IV
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
001-43204 |
|
N/A00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S. Employer
Identification No.) |
15
E. Putnam Avenue
Suite
363
Greenwich,
CT |
|
06830 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (203) 489-2110
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
BWIV.U |
|
New
York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
BWIV |
|
New
York Stock Exchange |
| Warrants,
each whole warrant exercisable for one Class A ordinary share |
|
BWIV.WS |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
March 23, 2026, Blue Water Acquisition Corp. IV (the “Company”) consummated its initial public offering (“IPO”),
which consisted of 13,000,000 units (the “Units”), including 500,000
Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of
one Class A ordinary share, $0.0001 par value (“Class A Ordinary Share”) and one-half of one redeemable warrant of the Company
(each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50
per share (subject to adjustment). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $130,000,000.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1, File No. 333-291959, as amended (the “Registration Statement”), filed with the U.S.
Securities and Exchange Commission:
| |
● |
Underwriting
Agreement, dated March 19, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters (“BTIG”),
a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| |
|
|
| |
● |
Warrant
Agreement, dated as of March 19, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant
agent, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference; |
| |
|
|
| |
● |
Letter
Agreement, March 19, 2026, by and among the Company, Blue Water Acquisition IV LLC (the “Sponsor”), the initial
shareholders and the officers and directors of the Company, a copy of which is attached as Exhibit 10.1 and incorporated herein by
reference; |
| |
|
|
| |
● |
Investment
Management Trust Agreement, dated as of March 19, 2026, by and between the Company and Continental Stock Transfer & Trust
Company, as trustee, a copy of which is attached as Exhibit 10.2 and incorporated herein by reference; |
| |
|
|
| |
● |
Registration
Rights Agreement, dated as of March 19, 2026, by and among the Company and certain security holders of the Company, a copy
of which is attached as Exhibit 10.3 and incorporated herein by reference; |
| |
|
|
| |
● |
Private
Units Subscription Agreement, dated March 19, 2026, by and between the Company and the Sponsor, a copy of which is attached
as Exhibit 10.4 and incorporated herein by reference; |
| |
|
|
| |
● |
Private
Units Subscription Agreement, dated March 19, 2026, by and between the Company and BTIG, a copy of which is attached as Exhibit
10.5 and incorporated herein by reference; |
| |
|
|
| |
● |
Indemnity
Agreement, dated as of March 19, 2026, by and among the Company and each of the officers and directors of the Company, a copy
of which is attached as Exhibit 10.6 and incorporated herein by reference; and |
| |
|
|
| |
● |
Administrative
Services Agreement, dated March 19, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit
10.7 and incorporated herein by reference. |
As
of March 23, 2026, a total of $130,000,000 of the net proceeds from the IPO and the Private Placement (as defined below), which
amount included $4,550,000 in deferred underwriting commissions, was deposited in a trust account established for the benefit
of the Company’s public shareholders. An audited balance sheet as of March 23, 2026, reflecting receipt of the proceeds
upon consummation of the IPO and the Private Placement will be filed within four (4) business days of the consummation of the IPO.
Item
3.02. Unregistered Sales of Equity Securities.
Simultaneously
with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) of an aggregate of 425,000
units (the “Private Units”) to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of
$4,250,000. Each Private Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant, with each
whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share (subject to adjustment).
Of those 425,000 Private Units, the Sponsor purchased 275,000 Private Units and BTIG purchased 150,000 Private Units.
The
Private Units are identical to the Units sold in the IPO except with respect to certain registration rights and transfer restrictions,
as described in the Registration Statement. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units
or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion
of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection
with the purchase of the Private Units and the underlying securities.
The
Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 19, 2026, in connection with the IPO, Treavor L. Hawkins, Timothy N. Coulson and Laurent D. Hermouet were appointed to the
board of directors of the Company. Treavor L. Hawkins, Timothy N. Coulson and Laurent D. Hermouet are independent directors. Additional
information regarding, among other things, each individual’s background, board committee membership and compensatory arrangements
is contained in the Registration Statement and is incorporated herein by reference.
On
March 19, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement
as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.6, herewith.
Other
than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed
as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03.
Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
March 19, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association.
The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item
8.01. Other Events.
On
March 19, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K.
On
March 23, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2
to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated March 19, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| |
|
|
| 4.1 |
|
Warrant
Agreement, dated as of March 19, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant
agent |
| |
|
|
| 10.1 |
|
Letter
Agreement, dated March 19, 2026, by and among the Company, Blue Water Acquisition IV LLC, the initial shareholders and the
officers and directors of the Company |
| |
|
|
| 10.2 |
|
Investment Management Trust Agreement, dated as of March 19, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| |
|
|
| 10.3 |
|
Registration
Rights Agreement, dated as of March 19, 2026, by and among the Company and certain security holders of the Company |
| |
|
|
| 10.4 |
|
Private
Units Subscription Agreement, dated March 19, 2026, by and between the Company and Blue Water Acquisition IV LLC |
| |
|
|
| 10.5 |
|
Private
Units Subscription Agreement, dated March 19, 2026, by and between the Company and BTIG, LLC |
| |
|
|
| 10.6 |
|
Indemnity
Agreement, dated as of March 19, 2026, by and between the Company and each of the officers and directors of the Company |
| |
|
|
| 10.7 |
|
Administrative
Services Agreement, dated March 19, 2026, by and between the Company and Blue Water Acquisition IV LLC |
| |
|
|
| 99.1 |
|
Press Release Dated March 19, 2026 |
| |
|
|
| 99.2 |
|
Press Release Dated March 23, 2026 |
| |
|
|
| 104 |
|
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
March 25, 2026
| |
Blue
Water Acquisition Corp. IV |
| |
|
|
| |
By: |
/s/
Joseph Hernandez |
| |
Name:
|
Joseph
Hernandez |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Blue
Water Acquisition Corp. IV Announces Pricing of
$125
Million Initial Public Offering
GREENWICH,
CT, March 19, 2026 – Blue Water Acquisition Corp. IV (the “Company”), a newly organized special purpose acquisition
company formed as a Cayman Islands exempted company and led by Chairman and CEO Joseph Hernandez, today announced the pricing of its
initial public offering of 12,500,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary
share and one-half of one redeemable warrant. Each whole warrant will entitle the holder thereof to purchase one Class A ordinary share
at a price of $11.50 per share. The units are expected to trade on the New York Stock Exchange (“NYSE”) under the ticker
symbol “BWIV.U” beginning March 20, 2026. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading, the
Class A ordinary shares and the warrants are expected to be traded on the NYSE under the symbols ““BWIV”
and “BWIV.WS,” respectively.
BTIG,
LLC is acting as sole book-running manager for the offering.
The
Company has granted the underwriter a 45-day option to purchase up to an additional 1,875,000
units at the initial public offering price to cover over-allotments, if any. The offering is expected to close on March 23, 2026, subject
to customary closing conditions.
A
registration statement relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) on March 19, 2026. The offering is being made only by means of a prospectus. When available,
copies of the prospectus may be obtained from: BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com,
or by accessing the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Blue Water Acquisition Corp. IV
Blue
Water Acquisition Corp. IV is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar
business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry,
sector or geographical location, the Company intends to focus on high-potential companies in the biotechnology, healthcare and technology
sectors.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
initial public offering (“IPO”) and search for an initial business combination. No assurance can be given that the offering
discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the
SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Contacts:
Stephanie
Mercier
15
E. Putnam Avenue
Suite
363
Greenwich,
CT 06830
(203)
489-2110
Exhibit
99.2
Blue
Water Acquisition Corp. IV Announces Closing of $130 Million Initial Public Offering
GREENWICH,
Conn., March 23, 2026 — Blue Water Acquisition Corp. IV (the “Company”) (NYSE: BWIV.U),
a newly organized special purpose acquisition company formed as a Cayman Islands exempted company and led by Chairman and Chief Executive
Officer Joseph Hernandez, today announced the closing of its initial public offering of 13,000,000 units, which includes 500,000 units
issued pursuant to the partial exercise by the underwriters of their over-allotment option, at an offering price of $10.00 per unit,
resulting in gross proceeds of $130,000,000.
The
Company’s units began trading on New York Stock Exchange (“NYSE”) under the ticker symbol “BWIV.U” on March
20, 2026. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder
thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. No fractional warrants will be
issued upon separation of the units and only whole warrants will trade. Once the securities comprising the units begin separate trading,
the Class A ordinary shares and the warrants are expected to be traded on NYSE under the symbols “BWIV” and “BWIV.WS”,
respectively.
BTIG,
LLC acted as sole book-running manager for the offering.
The
registration statement relating to the securities sold in the initial public offering was declared effective by the U.S. Securities and
Exchange Commission (the “SEC”) on March 19, 2026. The offering was made only by means of a prospectus, copies of which may
be obtained from: BTIG, LLC, 65 East 55th Street, New York, New York 10022, or by email at ProspectusDelivery@btig.com,
or by accessing the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
About
Blue Water Acquisition Corp. IV
Blue
Water Acquisition Corp. IV is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar
business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any business, industry,
sector or geographical location, the Company intends to focus on high-growth companies that generate transformative value through the
development and deployment of AI-driven technologies.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s
initial public offering and search for an initial business combination. No assurance can be given that the net proceeds of the offering
will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s
initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes
no obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
Contact:
Stephanie
Mercier
stephaniem@bluewaterventurepartners.net
